Addendum No. 2 to RFP 26-06 HRA, FSA, COBRA.pdf

RFP Number: 26-06: ADMINISTRATION OF HEALTH REIMBURSEMENT ARRANGEMENT (HRA) FLEXIBLE

SPENDING ACCOUNT (FSA) AND CONTINUATION OF BENEFITS (COBRA)

Addendum Number: 2

Date: August 27, 2026

NOTICE TO PROPOSERS: THIS ADDENDUM SHALL BECOME PART OF THE RFP, AND PROPOSERS SHALL ACKNOWLEDGE, IN WRITING, RECEIPT AND INCORPORATION OF ALL ADDENDA AND CLARIFICATIONS IN

THEIR RESPONSE. FAILURE OF THE PROPOSER TO RECEIVE ADDENDA SHALL NOT RELIEVE THE

PROPOSER FROM ANY OBLIGATION UNDER ITS PROPOSAL AS SUBMITTED. THE PROPOSER SHALL

IDENTIFY AND LIST IN ITS PROPOSAL ALL ADDENDA RECEIVED AND INCLUDED IN ITS PROPOSAL;

FAILURE TO DO SO MAY BE ASSERTED BY THE DISTRICT AS A BASIS FOR DETERMINING THE PROPOSAL

NON-RESPONSIVE.

This addendum is being issued to provide 1. Questions and Answers 2. Correct the Term of Contract to January 1, 2027 to December 31, 2031 and 3. Correct and provide all Mandatory Exhibits to be Submitted in Response to RFP 26-06:

Number QUESTION EDUCATIONAL SERVICES CENTER RESPONSE

1. What are the current participation counts?

HRA – 5511 Participants FSA Medical – 366 Participants FSA Dependent Care – 66 Participants FSA Both – 38 Participants COBRA – 17 Current Participants COBRA–0 Currently in waiting period

Retiree Billing – 147 Participants

2. Will the contract start with participants on January 1, 2027?

Term of Contract The contract(s) awarded through this RFP are expected to be effective for a five

(5) year period from January 1, 2027 to December 31, 2031. Either party may terminate the contract with no less than 30 days' written notice of the intent to terminate the contract.

3. What HRIS system does the college system use? The Los Angeles Community College District uses SAP as our HRIS system.

4. Are all employees on the same Payroll schedule? Are their divisions to account for billing?

Deductions are collected for 10 months.

July and August there are no FSA deductions.

5. Page 26, A1 References – is it acceptable to list the same references that were provided in the intro section (Page 25-26)

Yes, it is acceptable to list the same references.

6. If Exhibit G does not apply, do we leave this out or have a page noting it is not applicable in the response?

Please check all boxes that apply. If none apply, do not check any boxes, but yes, fill out the form, sign and date the form.

7. Appendix A – Fees - if our fee breakdown has more detail can we submit that following Appendix A to show the delineation?

Yes, Section 5.3.5 FEES states Please use additional pages if you can’t detail the fees in the space provided.

8. Will the vendor be responsible for sending files

(834) to the benefit vendors under COBRA and AB 528? How is it handled currently?

Yes, the vendor sends files to COBRA.

9. Can you provide any current fees or information on who the current vendor is with the District?

The current vendor and fees are not pertinent to determining the Firm’s ability to deliver the best services and greatest value to the District.

Please submit your Cost Proposal/Schedule of Fees so the District will receive your pricing as it relates to the services that your firm will provide.

10. Will the District provide pre-funding each plan year to cover initial claims/card swipes?

Yes.

11. To confirm, the District reimburses the vendor for FSA/HRA disbursements each month (in arrears)?

No, we use it to cover administrative costs.

12.

Do you have a breakdown of the following?

How many participants are enrolled in FSA and

HRA?

How many active COBRA?

How many active AB 528?

Are there any people in their COBRA/AB 528 election window?

There are 5877 participants enrolled in FSA and HRA.

There are 17 Active COBRA.

There are 147 Active AB 528.

There are 0 people in their COBRA/AB528 election window

13. The RFP references Welcome Kits for enrollees;

does this need to be printed and mailed, or is electronic format sufficient?

We need it to be printed and mailed in addition to electronic copies.

14. Is there a need to attend annual benefit fairs or meetings for the FSA and HRA plans?

Yes, we need representation for 10 locations and 4 virtual health fairs.

15. What is the desired claims funding arrangement and frequency of funding between the client and the vendor?

The frequency of funding between the client and the vendor is once a month.

16. Will the vendor have ACH access to a client bank account for claims? If not, will prefunding be provided?

Section 2.1 details ACH access.

17. Will the client supply the vendor with a payroll file of actual FSA payroll deductions/HRA contributions? If so, will the client conform to the vendor file specs?

Yes, the District will supply the vendor with a payroll file of actual FSA payroll deductions/HRA contributions and conform to the vendor file specs.

18. Will the client provide an electronic open enrollment and ongoing file for new hires, terminations and changes? If so, will the client conform to the vendor file specs?

Yes, the District will provide an electronic open enrollment and ongoing file for new hires, terminations and changes and conform to the vendor file specs.

19. How does the client currently pay for COBRA, per notice or per insured?

COBRA currently pays per notice.

20. Can you disclose current COBRA pricing?

No. This question is not pertinent to determining the Firm’s ability to deliver the best services and greatest value to the District. Please submit your Cost Proposal/Schedule of Fees so the District will receive your pricing as it relates to the services that your firm will provide. Please note: All Proposers are required to use the attached Appendix A document when submitting cost/pricing for services.

21. How many COBRA initial notices were sent out in the last twelve months? How many Qualifying Event notices were sent out in the last twelve months?

There were zero COBRA initial notices sent out in the past twelve months.

22. What is the client's current COBRA activity - Roughly, how many terms in the last twelve months? How many new hires in the last twelve months?

There were zero COBRA notices sent out in the past twelve months.

23. Is the COBRA administrator expected to pay carriers directly? Or can COBRA premiums be remitted to the client on a monthly basis?

COBRA clients currently pay on a monthly basis.

24. What expenses are eligible for reimbursement, all 213d expenses or is the HRA restricted to certain expenses?

All 213d expenses are eligible.

25. What is the frequency of HRA contributions?

What is the annual contribution amount?

Annual $1500 per eligible employee.

26. Do unspent HRA dollars roll over from one year to the next?

Yes.

27. When is open enrollment?

Open enrollment is typically between September and October.

28. Can you disclose current FSA and HRA pricing?

Does this include a debit card?

No. This question is not pertinent to determining the Firm’s ability to deliver the best services and greatest value to the District. Please submit your Cost Proposal/Schedule of Fees so the District will receive your pricing as it relates to the services that your firm will provide. Please note: All Proposers are required to use the attached Appendix A document when submitting cost/pricing for services. Please use additional pages if you can’t detail the fees in the space provided.

29. For the HRA funding, when are the participants given their $1500.00? Will you be sending the funds to the TPA Administrator at the beginning of the year? We will then credit and debit the accounts as the year goes along?

All $1,500 is provided up front on January 1st.

LACCD will fund the TPA at the beginning of the year.

30. For HRA is it a "Rollover" from year to year?

Yes.

31. Do you allow "Rollover" for your Medical FSA? Yes.

32. Are you only accepting mailed copies of this RFP? Or is there a portal we can upload to?

Mailed or dropped off submission only. There is no portal available for electronic submission.

33. Please provide additional details regarding the District's expectations for vendor support concerning AB 528.

Section 2.4 AB 528 provides the details regarding the District’s expectation for vendor support.

34. What is the incumbent currently doing in this area? Please be specific in terms of call center, servicing, notices, operational components (i.e.

premium collections), etc.

The current vendor provides a dedicated account manager. They also provide a call center, debit cards, online portal for employees, ad hoc reports, collaboration with electronic feed files and they also provide Open Enrollment online/onsite assistance.

35. How is AB 528 being charged for today? AB 528 is being charged on a monthly basis.

36. Please confirm that the mention of a Medicare Reimbursement FSA was in error and should read as Medicare Reimbursement HRA.

This statement is correct; it should be Medicare Reimbursement HRA.

37. Please provide additional details on the Medicare Reimbursement HRA. Describe the claims process.

January 1st to March 31st, employees contact the current vendor to get a reimbursement for Medicare Part A/B expenses paid for the previous year. The member must provide supporting documentation to process the reimbursement. The current vendor provides a reimbursement based on their vesting schedule 50-100% of total cost.

38. In our experience, the District and/or a third-party file vendor/system usually supplies eligibility and enrollment data. Can you please elaborate on what the District is looking for vendors to supply based on the following:

"Proposer will provide to the District an electronic data file of all employees and retirees eligible for HRA enrollment by December 1 of each year."?

The District will provide HRA eligibility by December 1st.

39. Can you please detail how many HRA accounts are currently being billed?

HRA – 5511 Participants currently.

40. How are you currently being billed for COBRA?

(Number of Eligible/Enrolled Lives, Number of Notices Sent Per Month, Other)

COBRA is currently being billed per number of eligible employees.

41. What is your current employee turnover rate? The current turnover rate is less than 100 employees per year.

42. Please provide the number of eligible employees.

There are 5877 eligible participants.

43. Please provide the number of FSA and Dependent Care FSA (DCFSA) participants. If any participants have both FSA and DCFSA, please provide that number also.

FSA Medical – 366 Participants, FSA Dependent Care – 66 Participants, FSA Both – 38 Participants

44. Please provide the number of HRA participants. HRA – 5511 Participants.

45. Please list the current fees the District pays per participant per month for FSA, HRA and COBRA.

This question is not pertinent to determining the Firm’s ability to deliver the best services and greatest value to the District. Please submit your Cost Proposal/Schedule of Fees so the District will receive your pricing as it relates to the services that your firm will provide. Please note: All Proposers are required to use the attached Appendix A document when submitting cost/pricing for services. Please use additional pages if you can’t detail the fees in the space provided.

46. Who is the current vendor for FSA? How long has this vendor managed the District's FSA plan?

This question is not pertinent to determining the Firm’s ability to deliver the best services and greatest value to the District.

47. Who is the current vendor for HRA? How long has this vendor managed the District's HRA plan?

This question is not pertinent to determining the Firm’s ability to deliver the best services and greatest value to the District.

48. Who is the current vendor for COBRA? How long has this vendor managed the District's COBRA plan?

This question is not pertinent to determining the Firm’s ability to deliver the best services and greatest value to the District.

RFP Number: 26-06: ADMINISTRATION OF HEALTH REIMBURSEMENT

ARRANGEMENT (HRA) FLEXIBLE SPENDING ACCOUNT (FSA) AND

CONTINUATION OF BENEFITS (COBRA)

Addendum Number: 2

Date: August 27, 2026

The following Appendix C – Mandatory Documents to be Submitted in Response is to correct the out of order and/or missing documents noted in original posting.

Mandatory Documents to be Submitted in Response – All Attached

1. Completed and signed Non-Collusion Affidavit (Exhibit A)

2. Completed and signed Certificate of Non-Discrimination (Exhibit B)

3. Completed Confidentiality Agreement (Exhibit C)

4. Acknowledgement of all addenda issued by the District (Exhibit D)

5. Completed and signed Exceptions and Deviations (Exhibit E)

6. Sample Form Agreement - Professional Services Agreement (Exhibit F)

7. Completed and signed SLEDV Certification (Exhibit G)

8. Completed and signed Levine Act Acknowledgment Form (Exhibit H)

9. Completed and signed Russian Economic Sanctions Certification (Exhibit I)

10. Completed and signed Verification (Exhibit J)

Bid Protests Procedures (Exhibit H) – ADDED IN ERROR ON THE INITIAL RFP

DOCUMENT IS NOT REQUIRED.

The RFP section 4.27 Protests provides all information regarding protests.

RFP 26-06 – HRA, FSA & COBRA

Page 33 of

EXHIBIT A – NON-COLLUSION AFFIDAVIT

NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY PROPOSER AND

SUBMITTED WITH ITS PROPOSAL

(Name) , being first duly sworn, disposes and says that he or she is (Title) of (Company)

, the party making the foregoing proposal, that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived, or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from proposing; that the proposer has not in any manner, directly, or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any other proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and further, that the proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof to effectuate a collusion or sham proposal.

IN WITNESS WHEREOF, the undersigned has executed this Non-collusion Affidavit this

Day of , 2026.

PROPOSER

(Type or Print Complete Legal Name of Firm)

By

(Signature)

Name (Type or Print) Title

Address

City State Zip

Page 34 of

EXHIBIT B- CERTIFICATION OF NON-DISCRIMINATION

CERTIFICATION OF NON-DISCRIMINATIONTO BE EXECUTED BY

PROPOSER AND SUBMITTED WITH ITS PROPOSAL

Proposer hereby certifies that in performing work or providing products for the District, there shall be no discrimination in its hiring or employment practices because of age, sex, race, color, ancestry, national origin, religious creed, physical handicap, medical condition, marital status, or sexual orientation, except as provided for in Section 12940 of the California Government Code. Proposer shall comply with applicable federal and California anti-discrimination laws, including but not limited to the California Fair Employment and Housing Act, beginning with Section 12900 of the California

Government Code.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Non-

Discrimination this day of , 2026.

PROPOSER

(Type or Print Complete Legal Name of Firm)

By (Signature)

Name (Type or

Print)

Title

Page 35 of

EXHIBIT C – CONFIDENTIALITY AGREEMENT

CONFIDENTIALITY AGREEMENT

The undersigned, a duly authorized officer of

, does hereby represent, warrant and agree to the following statement:

All financial, statistical, personal, technical or other data and information relating to the District’s operation which are designated confidential by the District and made available to the undersigned shall be protected by the undersigned from unauthorized use and disclosure.

Date:

Name of Proposer

By:

Authorized Officer

Page 36 of

EXHIBIT D – ACKNOWLEGEMENT OF ADDENDA

ACKNOWLEDGMENT OF ADDENDA

The Proposer shall signify receipt of all Addenda, if any, here:

ADDENDUM NO.

DATE RECEIVED

SIGNATURE

If necessary, please print and sign additional pages.

PROPOSER

(Type or Print Complete Legal Name of Firm)

By

(Signature)

Name (Type or

Print)

Title

Page 37 of

EXHIBIT E – EXCEPTIONS AND DEVIATIONS

EXCEPTIONS AND DEVIATIONS TO SAMPLE FORM AGREEMENT

The Proposer acknowledges it has seen and reviewed the Sample Form Agreement in Exhibit F and attests to the following:

1. Certain exceptions and deviations may deem the proposal non-responsive and result in rejection of the proposal.

a. Proposals that mandate the use of vendor standard services contract, rather than utilizing the

District’s standard services contract.

b. Proposals that reject the following integral provisions of the District's contract terms and conditions will be treated as a rejection of the District's contract and these proposals will be rejected.

Term of Agreement, Governing Law, Non-Discrimination, Board Authorization and Requirements for

Federally-Funded Contracts.

2. In the event that exceptions and deviations to the Sample Form Agreement are requested after the contract has been awarded, the District may deem the proposal non-responsive and may disqualify the proposal at its discretion.

□ We have no exceptions or deviations to the Sample Form Agreement

□ We have the following or the attached exceptions and/or deviations to the Sample Form

Agreement.

PROPOSER

(Type or Print Complete Legal Name of Firm)

By

(Signature)

Name

(Type or Print Name of Signer)

Title

Page 38 of

EXHIBIT F - SAMPLE FORM AGREEMENT

PROFESSIONAL SERVICES AGREEMENT

PARTIES:

LOS ANGELES COMMUNITY COLLEGE DISTRICT ("District") 770 Wilshire Boulevard

Los Angeles, California 90017

("District")

("Contractor")

DATE:

TERM OF AGREEMENT: Five year agreement, with an Effective Start date of January 1, 2027 upon approval by the Board of Trustees of the Los Angeles Community College

District on December 16, 2026.

RECITALS

WHEREAS, the District is authorized by law to contract for the procurement of professional services and is in need of professional services pursuant to Government Code section 53060 and PP-04-08;

WHEREAS, the Contractor has the necessary training and experience and, if required, is licensed in the State of California to perform the services described herein pursuant to this Agreement; and

WHEREAS, the Parties desire to enter into this Agreement for the purpose of setting forth the terms and conditions upon which the Contractor shall render the services to the District.

NOW, THEREFORE, the Parties agree as follows:

1. SERVICES. The scope of services to be provided by the Contractor is set forth in Exhibit "A" attached hereto (the "Services"). The Contractor shall complete the Services within the Term of this Agreement and in accordance with the schedule set forth in Exhibit "A."

2. WARRANTIES.

(a) The Contractor represents and warrants to the District that it has the training, qualifications, experience, and licenses in good standing necessary to perform the Services. The Contractor shall perform the Services in a competent, professional, and satisfactory manner, in compliance with all ethical, regulatory, or other professional obligations applicable to the Contractor or the Services.

Page 39 of

(b) The Contractor warrants that any goods provided to the District will be merchantable, fit for their intended purposes, free from all defects in materials and workmanship and to the extent not manufactured pursuant to detailed designs furnished by the District, free from defects in design. The District's approval of designs or specifications furnished by the Contractor shall not relieve the Contractor of its warranties. All warranties shall inure to the District, its successors and assigns, and users of the Services for a minimum of twenty-four months from the date of installation of the goods (or, in the case of a Service, from the date of completion of the Service) unless otherwise agreed to by the Parties in writing.

3. FEES. The District shall pay the Contractor fees in accordance with Exhibit B. The Contractor represents that such fees do not exceed the Contractor's customary current price schedule for public entities unless otherwise agreed. The Contractor certifies that it shall comply with all California sale and use tax requirements. Articles sold to the District may be exempt from certain federal excise taxes. The District will furnish an exemption certificate on request.

Unless specified otherwise, prices quoted shall include all required and applicable taxes, and any applicable delivery charges, insurance, license fees, permits, and costs of bonds. The Contractor's invoices shall be itemized to include any taxes and fees charged to District.

Approval of submitted invoices by the College Vice President of Administrative Services, or designee, is a condition of payment. The District may withhold all or a portion of payment because of unsatisfactory work not remedied by the Contractor. The District will release any withheld funds upon the Contractor satisfactorily remedying the issue that resulted in the withholding. Payment shall not constitute acceptance of any work completed by the Contractor or a waiver of any claims by the District for any reason whatsoever.

4. EXPENSES. The Contractor shall pay for all expenses incurred in connection with performance of the Services except as otherwise provided in this Agreement.

5. TERMINATION OF AGREEMENT. This Agreement shall be for the Term, unless terminated earlier pursuant to the terms hereof.

(a) The District may terminate this Agreement with or without cause by providing 30 days' prior written notice to the Contractor. The District may also terminate this Agreement immediately:

(i) if the Contractor fails to maintain all required insurance and/or fails to furnish evidence of all required insurance immediately upon request;

(ii) if the Contractor becomes insolvent or has a bankruptcy petition filed against it; or

(iii) upon any other material breach of this Agreement by the Contractor.

(b) The Term of this Agreement is contingent on the appropriation and availability of funds for such purpose, as determined in good faith by the District. If funds are not appropriated or available as determined in good faith by the District, this Agreement will automatically terminate.

6. PAYMENT UPON TERMINATION. Upon the District's issuance of a notice of termination, the Contractor shall immediately discontinue all Services as directed. The Contractor shall be entitled to payment only for Services properly performed and accepted by the District up to the effective date of termination. The District may withhold any amounts necessary to reconcile prior payments against the value of Services actually rendered, and the Contractor shall promptly refund to the District any compensation paid in excess of the Services performed.

The Contractor shall not be entitled to payment for any unperformed Services, nor shall the Contractor be entitled to any damages, whether consequential, incidental, lost profit, or other damages arising out of or relating to the termination of this Agreement.

Page 40 of

7. RIGHTS IN DATA. All documents, data, and other materials of any kind that are originated, prepared, developed, or created by the Contractor, alone or jointly with others, in connection with the performance of this Agreement, including, without limitation, papers, plans, charts, maps, models, designs, studies, surveys, reports, notes, drafts, drawings, specifications, photographs, computer files, databases, software, and other work product, but not including the Contractor's administrative communications and records, (collectively, the "Work Product") and any inventions, discoveries, developments, improvements, ideas, concepts, know-how, or techniques, whether patentable or not, conceived or reduced to practice by the Contractor in the performance of this Agreement (collectively, "Inventions"), shall be the sole property of the District upon creation with sole and exclusive rights to use. During the Term of this Agreement, and upon written request by the District, the Contractor shall promptly provide the District with access to any Work Product or Inventions in the Contractor's possession or control. Upon completion, expiration, or termination of this Agreement, the Contractor shall immediately deliver to the District all such Work Product and Inventions and shall not retain copies except as authorized in writing by the District. The Contractor shall not use or disclose any Work Product or Inventions except as necessary to perform the Services or with the District's prior written consent.

8. CONFIDENTIAL INFORMATION. All information shared with the Contractor in the performance of this Agreement will be considered confidential, unless such information is in the public domain. The Contractor shall not release, disclose, or use any such information without written permission from the District, except as otherwise required by law.

9. RECORD RETENTION AND ACCESS.

(a) The Contractor shall maintain all accounting and other records evidencing or relating to the Services charged to the District, including records of all subcontractors, independent contractors, and consultants. Any and all records must be maintained in accordance with generally accepted accounting principles and for the period set out in the applicable District rules, policies and procedures.

(b) During the applicable record retention period identified herein, all records shall be available for examination by the District or its authorized representative(s) during regular business hours within one (1) week following a request by the District to examine such records. The District may withhold all further payments to the Contractor for failure by the Contractor to permit such examination until such examination is completed, unless the District authorizes an extension of time for examination in writing.

(c) The District may require that the Contractor verify and/or evidence its compliance with any requirement of this Agreement at any time during the Agreement.

10. RELATIONSHIP OF PARTIES. The Contractor shall act as an independent contractor in the performance of the Services and in no respect shall the Contractor be considered an officer, agent, partner, joint venturer, or employee of the District. No provisions of this Agreement shall be intended to create a partnership or joint venture between the Contractor and the District and neither Party shall have the power to bind or obligate the other Party, except as expressly set forth in this Agreement.

11. USE OF DISTRICT NAME AND LOGOS. The Contractor may not use the District's name, logos, trademarks or service marks or suggest any association with the District in any marketing, advertising, publicity, or endorsement without the District's or the College's prior written authorization, which may be revoked at any time.

12. REGULATIONS AND LAWS. The Contractor agrees to comply with and conform to all federal, state and local statutes, laws, ordinances, regulations, standards, and rulings that in any way

Page 41 of relate to performance of Services under this Agreement, including but not limited to regulations promulgated under Title II, Subtitle F of the Health Insurance Portability and Accountability Act (Public Law 104-91) ("HIPAA") and the Family Educational Rights and Privacy Act. 20 U.S.C.

§ 1232g; 34 C.F.R. Part 99, as amended ("FERPA"). The Contractor agrees to enter into any supplementary agreement that may be required for legal compliance.

13. WAIVER AND INDEMNITY.

(a) Waiver and Release. The Contractor hereby waives and releases the District from any claims the Contractor may have at any time arising out of or relating in any way to this Agreement, whether or not caused by the negligence or breach of the District, its Trustees, officers, employees, or agents, except to the extent caused by the District's willful misconduct.

Notwithstanding the foregoing, in no event shall the District be liable for any loss of the Contractor's business, revenues or profits, or special, consequential, incidental, indirect or punitive damages of any nature, even if the District has been advised in advance of the possibility of such damages. This shall constitute the District's sole liability to the Contractor and the Contractor's exclusive remedies against the District.

(b) General Defense and Indemnity. The Contractor shall defend, hold harmless and indemnify the District, its Board of Trustees, boards, officers, employees, and agents from and against any lawsuits, causes of action, claims, liability, losses, costs, damages, and obligations of any nature or kind, including attorneys' fees, costs, and expenses, relating to or arising out of this Agreement, provided such losses, expenses, damages and liabilities are not caused by the sole negligence or willful misconduct of the District or its boards, officers, employees, or agents. The Contractor shall pay all litigation costs, all reasonable attorney's fees, settlement payments and all judgments, damages, costs or expenses awarded resulting from any claim.

(c) Notice of Claim. The Contractor shall promptly notify the District should the Contractor be served summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, requests for admissions or other discovery request or court order from any third party or any other notice under this Section regarding this Agreement or the Services performed under this Agreement.

(d) Notice and Cooperation. The District's failure to give the Contractor timely notice of any claim shall not affect the Contractor's defense and indemnity obligations. The District may employ separate counsel and participate in the defense of any claim and/or settlement of the claim at its own expense. The Contractor shall keep the District reasonably apprised of the continuing status of the claim, including any proceedings and settlement discussions resulting from it. The District will reasonably cooperate with the Contractor in defending the action, and the Contractor will not agree to settle or otherwise resolve the action without the consent of the District, which consent will not be unreasonably withheld.

14. INSURANCE.

(a) Certificates of Insurance. Without limiting the Contractor's indemnification of the District and as a material condition of this Agreement, the Contractor shall procure and maintain at its sole expense, for the duration of this Agreement, insurance coverage with limits, terms and conditions at least as broad as set forth in this section with insurance companies acceptable to the District to protect the District from claims which may arise from operations under this Agreement, whether such operations be by the Contractor or any subcontractor or anyone directly or indirectly employed by any of them. The Contractor shall furnish to the District certificates of such insurance and endorsements at the time the agreement is signed, which shall reference this Agreement by number and include a provision for a minimum thirty-days' notice to the District prior to cancellation of or a material change in coverage.

Page 42 of

(b) Additional Insured Endorsement. The District, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both

CG 20 10, CG 20 26, CG 20

33, or CG 20 38; and CG 20 37 if a later edition is used).

(c) Waiver of Subrogation Endorsement. The Contractor hereby grants to the District a waiver of any right to subrogation which any insurer of the Contractor may acquire against the District by virtue of the payment of any loss under such insurance. The Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the District has received a waiver of subrogation endorsement from the insurer.

(d) The Contractor shall procure and maintain the following insurance:

(i) Commercial General Liability Insurance. Commercial general liability ("CGL") insurance, "Occurrence" form only, to provide defense and indemnity coverage to the Contractor and the District for bodily injury and property damage. Such insurance shall name the District as an additional named insured and shall have a combined single limit of not less than two million dollars ($2,000,000) per occurrence, four million dollars ($4,000,000) aggregate. The policy so secured and maintained shall include products and completed operations, property damage, bodily injury and personal & advertising injury.

The policy shall be endorsed to provide specifically that any insurance carried by the District which may be applicable to any claim or loss shall be deemed excess and non-contributory, and the Contractor's insurance primary, despite any provisions in the Contractor's policy to the contrary.

(ii) Sexual Abuse or Molestation (SAM) Liability. If the work will include contact with minors, and the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, a policy covering Sexual Abuse and Molestation with a limit no less than two million dollars ($2,000,000) per occurrence or claim; four million dollars ($4,000,000) aggregate.

(iii) Automobile Insurance Liability. Automobile liability insurance written on an "occurrence" policy form, covering bodily injury, property damage, personal injury, and advertising injury arising out of or relating to the Contractor's ownership, maintenance, or use of owned, non-owned and or hired automobiles in connection with the Services or this Agreement. The District shall be named by endorsement as an additional insured.

Such insurance shall have limits of not less than one million dollars ($1,000,000) for injuries to persons in one accident, not less than one million dollars ($1,000,000) for injury to any one person, and not less than one million dollars ($1,000,000) with respect to damage to property.

(iv) Professional Liability (Errors and Omissions). Professional liability insurance appropriate to the Contractor's profession, with limits no less than two million dollars ($2,000,000) per occurrence.

(v) Workers' Compensation and Employer's Liability Insurance. Worker's compensation insurance as required by the State of California, with limits as required by the California Labor Code, and employer's liability insurance limits of not less than one million dollars ($1,000,000) per accident for bodily injury or disease.

Page 43 of

(vi) Cyber Liability. Cyber Liability Insurance, with limits not less than two million dollars ($2,000,000) per occurrence or claim; two million dollars ($2,000,000) aggregate.

Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Contractor in this Agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

The coverage and limits referred to herein shall not in any way limit the liability of the Contractor.

15. ACCESSIBILITY OF INFORMATION TECHNOLOGY. The Contractor hereby warrants that products or services to be provided under this Agreement comply with the accessibility requirements of section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. section 794d), and its implementing regulations set forth at Title 36, Code of Federal Regulations, Part 1194. The Contractor agrees to promptly respond to and resolve any complaint regarding accessibility of its products or services which is brought to its attention. The Contractor further agrees to indemnify and hold harmless the District, including any of its nine colleges using the Contractor's products or services, from any claim arising out of its failure to comply with the aforesaid requirements. Failure to comply with these requirements shall constitute a breach and be grounds for termination of this Agreement.

16. CONTRACTOR'S CERTIFICATIONS.

(a) The Contractor certifies that neither it nor any of its subcontractors, independent contractors or consultants performing any obligations hereunder is an individual or entity that has been determined by the U.S. Government to be a target of economic sanctions, including but not limited to not being a Russian individual or entity that has been determined by the U.S.

Government to be a target of economic sanctions pursuant to federal Executive Orders 14065, 13660, 13661, 13662, 13685 and 13849 or any other related federal or state orders, statutes, rules, or regulations.

(b) The Contractor has not proposed in its quotation submitted with this certification to enter into any contract for services related to this Agreement that is the subject of this certification, with any individual or entity that has been determined by the U.S. Government to be a target of economic sanctions pursuant to applicable law, including but not limited to any Russian individual or entity under federal Executive Orders 14065, 13660, 13661, 13662, 13685 and 13849 or any other applicable executive orders or other related federal or state orders, statutes, rules, or regulations.

(c) The Contractor agrees that it shall fully comply with all applicable requirements of Executive Order N-6-22 signed by the Governor of the State of California on March 4, 2022 and all other state and federal requirements related thereto (including, without limitation, if the contract awarded to the Contractor has a total value of more than $5 million, all notification and reporting requirements thereof), including the execution by the Contractor of such additional certifications or other documents as the District may determine, in its sole and absolute discretion, are confirmatory of the Contractor's compliance and continuing compliance with the foregoing.

Page 44 of

(d) Pursuant to Public Contract Code Section 2200 et seq., ("Iran Contracting Act of 2010"), the Contractor certifies that: (1) the Contractor is not identified on the list created by the California Department of General Services ("DGS") pursuant to California Public Contract Code Section 2203(b) as a "Person" (as defined in Section 2200) engaging in investment activities in Iran and (2) the Contractor is not a financial institution that extends twenty million dollars ($20,000,000) or more in credit to another Person, for 45 days or more, if that Person will use the credit to provide goods or services in the energy sector in Iran and is identified on the DGS list pursuant to Section 2203(b).

(e) None of the Contractor's owners, principals, employees, independent contractors, consultants, or subcontractors assigned to perform Services:

(i) have been convicted of a felony offense that would reasonably be expected to affect their ability to safely and lawfully perform the Services; or

(ii) are currently registered as sex offenders under any applicable federal or state law, nor are they listed on any registry for sexual misconduct.

(f) Inaccuracy of these certifications at any time during the Term of this Agreement shall constitute a breach of this Agreement. The Contractor shall promptly notify the District in writing if the Contractor becomes aware of any change in status that would make the statements above untrue during the Term of this Agreement.

17. DATA SECURITY. If this Agreement involves any High- Risk Data as defined in this section, the following provisions apply:

(a) Definitions.

(i) "Data" means all information, regardless of format, that is input, stored, processed, or transmitted on behalf of the District, its Users, and Data Subjects. "Data" also includes all work product prepared by the Contractor at the District's request, including, but not limited to, analysis, documents, reports, and communications.

(ii) "Data Compromise" means any actual and reasonably suspected unauthorized access to or acquisition of Data that compromises the security, confidentiality, or integrity of the Data, or ability of the District to access the Data. Data Compromise includes any unauthorized access, disclosure, or use of Data or circumstances that could have resulted in unauthorized access to or disclosure or use of Data, including any reasonable belief that an unauthorized individual has accessed Data.

(iii) "Data Subject" means the individuals whose Personal Information is contained in the

Data.

(iv) "High Risk Data" means Data with any of the following attributes: (1) protection of the data is required by law, regulation, or contract with a third-party, (2) the District is required to self-report to the government and/or provide notice to affected individuals if data is accessed inappropriately, (3) the loss of confidentiality, integrity, or availability of the data or system could have a significant adverse impact on the District's mission, safety, finances, or reputation; or (4) the data contains or is reasonably expected to contain Personal Information.

(v) "Personal Information" has the same meaning as in California Civil Code Section 1798.140(v).

(vi) "Third Party" means persons, corporations, and entities other than the Contractor, District, or Users.

Page 45 of

(b) Compliance with Applicable Data Requirements. The Contractor shall comply with all relevant laws and regulations and District Board Policies, Administrative Procedures, and Administrative Protocols on the Board of Trustees website and at https://www.laccd.edu/policies, all of which are incorporated to this Agreement by reference. When any of the foregoing are amended, the Contractor must comply with all applicable amendments.

(c) Data Privacy/Confidentiality. The Contractor will use Data for the purpose of fulfilling its duties under this Agreement and for the District's sole benefit, and will not directly or indirectly provide, share, disclose, copy, distribute, republish or otherwise allow any Third Party to have access to such Data without the prior written consent of the District or as otherwise required by law. As an example, and not a limitation, the Contractor shall not use such Data for the Contractor's own benefit and, in particular, will not engage in "data mining" of the Data or communications, whether through automated or human means, except as specifically and expressly required by law or authorized in writing by the District.

(d) Access to Data. The Contractor shall restrict access to Data only to authorized employees, representatives, affiliates, or subcontractors of the Contractor who require such access to provide the Services in this Agreement and are aware of all applicable privacy laws. The Contractor shall further restrict the access of such authorized individuals to only the Data necessary for such individuals to perform their job functions.

(e) Data Security and Integrity. All physical facilities and electronic devices used to store and process Data will implement and maintain administrative, physical, technical, and procedural safeguards and best practices at a level sufficient to secure such Data from unauthorized access, destruction, use, modification, or disclosure and consistent with all applicable privacy laws.

(f) Encryption. The Contractor warrants that all High-Risk Data will be encrypted in transmission (including via web interface) and in storage at a minimum level equivalent to FIPS 140-3 standards.

(g) Requests for Data.

(i) Except as otherwise expressly prohibited by law, the Contractor will: (1) notify the District in writing immediately upon receiving notice of any Third Party request for Data and prior to any disclosure; (2) consult with the District regarding its response; (3) cooperate with the District’s reasonable requests in connection with efforts by the District to intervene, quash or modify the legal order, demand, or request; (4) only disclose non-public record Data if it is required to do so by a regulatory authority, a court of competent jurisdiction, or an administrative body, or authorized to do so by the District, and then to redact as appropriate and (5) upon the District's request, provide the District with a copy of its response.

(ii) If the District receives a legal order, demand or request seeking Data maintained by the Contractor, the District will promptly provide a copy to the Contractor. The Contractor will supply the District with copies of Data required for the District to https://www.laccd.edu/policies

Page 46 of respond within seventy-two (72) hours after receipt of the copy from the District, and will cooperate with the District's reasonable requests in connection with its response.

(h) Data Compromise.

(i) The Contractor shall report, either orally or in writing, to the District any Data Compromise and the circumstances that could have resulted in unauthorized access to or disclosure or use of Data, including any reasonable belief that an unauthorized individual has accessed Data. The Contractor shall make the report to District immediately upon discovery of the Data Compromise, but in no event more than forty-eight (48) hours after the Contractor reasonably believes there has been a Data Compromise. Oral reports by the Contractor regarding Data Compromises will be reduced to writing and supplied to the District as soon as reasonably practicable, but in no event more than forty-eight (48) hours after oral report.

(ii) The Contractor, at its expense, shall cooperate fully with District's investigation of and response to any such Data Compromise incident.

(iii) Except as otherwise required by law, the Contractor will not provide notice of the incident directly to the persons whose Data were involved, regulatory agencies, or other entities, without written permission from the District.

(iv) Notwithstanding any other provision of this Agreement, and in addition to any other remedies available to the District under law or equity, the Contractor will promptly reimburse the District in full for all costs incurred by the District in any investigation, remediation, or litigation resulting from any such Data Compromise, including but not limited to providing notification to Data Subjects whose Data were compromised and to regulatory bodies, law-enforcement agencies or other entities as required by law or contract; and/or identity restoration services to assist each person impacted by a Data Compromise; the payment of legal fees and expenses, audit costs, fines and penalties and other fees imposed by regulatory agencies or courts of law as a result of the Data Compromise.

(i) Data Transfer upon Termination or Expiration of Agreement. Upon termination or expiration of this Agreement, the Contractor will ensure that all Data and backup copies of Data are securely transferred to the District, or a Third Party designated by the District, within thirty (30) calendar days using industry-standard file format(s).

18. NONDISCRIMINATION. The Contractor shall not discriminate in its hiring, employment practices, or operation because of gender (including pregnancy-related condition, age, race, religious creed, color, ancestry, national origin, physical disability, mental disability, medical condition, marital status, military status, gender identity or expression, or sexual orientation), except as provided for in section 12940 of the Government Code. The Contractor shall comply with applicable federal and California anti-discrimination laws, including but not limited to, the California Fair Employment and Housing Act, beginning with Section 12900 of the California Government Code, the provisions of the Civil Rights Act of 1964 (Pub. L. 88-352; 78 Stat. 252) and Title IX of the Education Amendments of 1972 (Pub. L. 92-318), and the Regulations of the Department of Education which implement those Acts. The Contractor and all subcontractors, independent contractors, and consultants shall comply with this nondiscrimination policy. The Contractor shall comply with the Americans with Disabilities Act and all legal requirements for accessibility in performing the Services herein. The Contractor certifies that it is an equal opportunity employer. The Contractor agrees to require compliance with applicable federal and California anti-discrimination laws by all subcontractors, independent contractors and consultants engaged in connection with this Agreement.

Page 47 of

19. REQUIREMENTS FOR FEDERALLY FUNDED CONTRACTS.

(a) Federal Funding. It shall be the Contractor's responsibility to ascertain if Federal funds are involved. If this Agreement is funded by the District, in whole or in part, from revenues received from the Federal Government, then the Contractor shall comply with all federal laws, regulations, agency requirements, grant requirements and orders applicable to that funding.

(b) Executive Orders. No contract, or any subcontract at any tier, shall be made to Parties listed on the General Services Administration's List of Parties Excluded from Federal Procurement or Nonprocurement Programs in accordance with Executive Orders 12549 and 12689, "Debarment and…